EXHIBIT 99.1
Bruker
BioSciences Corporation Announces Agreement to Acquire the Bruker
BioSpin Group for $914 Million in Cash and Stock
Combined
Company Will Be a Leading Provider of High-Performance Scientific
Instrumentation and Analytical Solutions for Life Science and
Materials Research, for Applied and Industrial Markets, and for
Homeland Security Detection
BILLERICA,
Massachusetts – December 3, 2007 – Bruker BioSciences
Corporation (NASDAQ: BRKR) announced today that it has entered into
definitive agreements to acquire the companies of the privately
held Bruker BioSpin group for $388 million in cash and for 57.5
million in Bruker BioSciences shares, valued at $526 million at the
November 28, 2007 trailing 10 trading day average closing price of
$9.14 per BRKR share. The transaction is subject to Bruker
BioSciences shareholder approval, customary regulatory approvals
and financing, and is expected to close in early 2008.
The acquisition
agreements were signed following the unanimous approval by a
Special Committee of independent directors, as well as by all
independent directors of the Board of Directors of Bruker
BioSciences, with the non-independent Bruker BioSciences directors
recusing themselves from the Board vote. The transaction is subject
to approval by a majority of shareholders of Bruker BioSciences, as
well as by a majority of the Bruker BioSciences shareholders not
affiliated with the Laukien family who vote on the
transaction.
Excluding transaction
fees, the acquisition is expected to be highly accretive for Bruker
BioSciences, and should significantly improve its operating margin
and cash flow profile. As an illustration, including the Bruker
BioSciences shares to be issued in connection with this
acquisition, and including estimated interest expense that would
have been incurred on the acquisition related debt, the pro forma
EPS for the combined companies in 2006 and for the nine months
ended September 30, 2007 would have increased by more than 50%,
when compared to the actual EPS of Bruker BioSciences as a
stand-alone company during these periods. The combination is also
expected to generate both additional revenue-related synergies
through cross-selling opportunities and integrated solutions
development, as well as modest cost and expense synergies through
better sourcing efficiencies and shared administrative
functions.
Bill Linton, the Lead
Director of Bruker BioSciences and chairman of its Special
Committee of independent directors, commented on the transaction:
“While both Bruker BioSciences and Bruker BioSpin are well
established and successful companies on their own, the combined
company will considerably increase and diversify its market
presence, technology base, product lines, global distribution and
customer support capabilities. The Special Committee believes that
this acquisition is compelling from both a strategic and a
financial perspective, and is a very positive development for
Bruker BioSciences and all of its stockholders.”
Frank Laukien,
President and CEO of Bruker BioSciences, stated: “This
business combination will enable us to better leverage the Bruker
brand and to increase our
capabilities even
further in many of the markets and geographies that we serve. We
expect that a combined single public Bruker company will be
beneficial to our customers, employees and suppliers, and will be
advantageous to all Bruker BioSciences shareholders through
significantly improved operating margins, net income margins, EPS
and cash flows.”
The Resulting Combined
Company
After the
closing of this acquisition, Bruker BioSpin will join the existing
Bruker BioSciences operating companies Bruker AXS, Bruker Daltonics
and Bruker Optics.
Bruker BioSpin
designs, manufactures and distributes enabling life science and
analytical research systems based on magnetic resonance core
technology. Bruker BioSpin’s technology platforms include
nuclear magnetic resonance (NMR), electron paramagnetic resonance
(EPR), research MRI (magnetic resonance imaging), as well as
superconducting magnets and superconducting wire. Bruker BioSpin is
the worldwide technology and market leader in NMR, EPR and
pre-clinical MRI, as well as in related superconducting magnet
technology. For more information, please visit
www.bruker-biospin.com
The new combined
company, consisting of Bruker BioSciences and the Bruker BioSpin
group, is expected to be renamed Bruker Corporation (NASDAQ:
BRKR) and will have expected 2007 pro forma revenue in excess
of $900 million, and over 3,700 employees serving its customers
worldwide. Pro forma combined financials of Bruker BioSciences and
the Bruker BioSpin group as of September 30, 2007 will be filed as
part of the planned proxy statement described below.
This combination brings
together a broad range of magnetic resonance, mass spectrometry,
x-ray analysis, elemental analysis and molecular spectroscopy
platforms, as well as superconducting magnet and wire technology.
The combined single Bruker company will be in a position to provide
a unique combination of complementary high-performance scientific
instruments and solutions for molecular and materials research, as
well as for industrial and applied analysis, including:
•
organic and inorganic chemistry, including metabolomics;
•
expression proteomics and structural biology;
•
pharmaceutical/biotech drug discovery and development;
•
biomarker discovery, clinical proteomics and molecular diagnostics
research;
•
molecular imaging research in pathology and oncology;
•
microorganism identification and infectious disease research;
•
advanced materials research and nanotechnology;
•
pharmaceutical process analysis technology and ‘pharma
forensics’;
•
applied food, beverage and agricultural analysis;
•
advanced materials research and materials process analysis in the
semiconductor, automotive, aerospace, energy, cement, metals,
ceramics, polymers and raw materials industries;
•
forensic analysis and toxicology;
•
art, museum and conservation markets; and
•
chemical, biological and nuclear detection for homeland security
and defense.
Overview of the Bruker BioSpin
Group
Bruker BioSpin’s
NMR, EPR and MRI analytical and life-science products and solutions
are utilized broadly in a variety of applications,
including:
•
pharmaceutical/biotech drug discovery and development;
•
chemistry and molecular biology basic research, including
structural biology
•
NMR metabolic profiling and fingerprinting;
•
MRI morphological and molecular imaging in non-invasive animal
research; and
•
food, beverage and agricultural products analysis to ensure their
content, origin, authenticity and safety.
Bruker BioSpin also
develops and manufactures bench-top time-domain (TD) NMR analyzers,
which are already being distributed globally into applied markets
via Bruker Optics, an operating company of Bruker
BioSciences.
Bruker BioSpin’s
superconducting wire technologies and products are developed and
manufactured at European Advanced Superconductor GmbH & Co. KG
(EAS) as well as at European High-Temperature Superconductor GmbH
& Co. KG (EHTS), both located near Frankfurt, Germany. They
consist of:
•
advanced low-temperature superconducting wires for clinical MRI
magnets, NMR magnets, FTMS magnets, as well as for magnets used
in
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